Purchase of Technology. 2.1 Sale and Purchase of Sale Assets. Seller hereby sells, assigns, conveys, transfers, and delivers to Buyer, and Buyer hereby purchases, accepts, and acquires from Seller, the Software and all associated items as set forth in Exhibit A and Exhibit B of this Agreement, (“Sale Assets”), which is hereby incorporated herein, and includes all associated Technology, Developments, Enhancements, Source Code, Object Code, Derivative Works or other associated information or technology, more fully described as Voidicle Property in Section 2.2 below.
Purchase of Technology. 2.1 Sale and Purchase of Sale Assets. Seller hereby sells, assigns, conveys, transfers, and delivers to Buyer, and Buyer hereby purchases, accepts, and acquires from Seller, the Software, Technology, Intellectual Property, and all associated items as set forth in Exhibit A of this Agreement, (“Sale Assets”), which is hereby incorporated herein, and includes all associated Technology, Developments, Enhancements, Source Code, Object Code, Derivative Works or other associated information or technology, more fully described as CareNav Property in Section 2.2 below.
Purchase of Technology. ALLIANCE OUTPUT BY MBX. MBX shall have the right, but not the obligation, to purchase the Technology Alliance Output from ADM Sub at a price of * of PHA Material contained within the PHA Cell Paste, on a one hundred percent (100%) purity basis, and the right and obligation to purchase the Marketing Material manufactured in accordance with the applicable agreement between the Parties, from ADM Sub, at ADM Sub's Manufacturing Cost, F.O.B. Decatur, Illinois. MBX may exercise this purchase option at any time, and from time-to-time, during the Technology Alliance Program and up to thirty (30) days after the expiration or termination of the Technology Alliance Program, by written notice to ADM Sub, stating its desire to purchase, the quantity to be purchased (up to the * CONFIDENTIAL TREATMENT REQUESTED total amount that is then available) and shipping and delivery instructions. ADM Sub shall invoice MBX for amounts so purchased no sooner than at the time of delivery and the purchase price for amounts ordered and delivered in accordance herewith shall be payable by MBX within thirty (30) days of receipt of an invoice from ADM Sub by wire transfer of immediately available fluids to an account in the United States designated by ADM Sub. Technology Alliance Output and Marketing Material purchased hereunder shall be purchased "as is," without warranty of any kind other than that the Technology Alliance Output and Marketing Material shall have been stored and handled, from the time of production until the delivery to MBX, in accordance with the requirements of the Technology Alliance Plan or as otherwise agreed by the Parties. Technology Alliance Output and Marketing Material purchased by MBX shall be used by MBX for performing its obligations pursuant to this Agreement and for market development activities benefiting the Parties and the potential Commercial Alliance between them. Technology Alliance Output that is not purchased by MBX shall be used by ADM Sub solely for internal research and development purposes, or if not soused, ADM Sub shall either store (for later sale to MBX or the Joint Sales Company or for later use by ADM Sub solely for internal research purposes) or dispose of the unused Technology Alliance Output, at ADM Sub's option.
Purchase of Technology. In consideration of the agreements and understandings made and arrived at herein, the Corporation will purchase and LLC will sell and assign, all of LLC’s right, title and interest in and to the Technology, free and clear all liens, security interests, or other encumbrances of any character whatsoever. LLC warrants and represents only that whatever ownership rights it has in the Technology, they have been transferred to the Corporation. LLC will execute promptly on request whatever other documents the Corporation reasonably deems necessary or desirable to carry under the provisions of this Section 4. In payment for the Technology, the Corporation will make and deliver the First Note described above to LLC evidencing a loan in the principal amount of $100,000 subject to the above-described Loan and Security Agreement.
Purchase of Technology. ATP hereby agrees to purchase the Technology from the Company for the sum of Four Hundred Thousand Dollars ($400,000). The parties shall use their best efforts to consummate the sale of the Technology by December 31, 1997.
Purchase of Technology. 2.1 Sale and Purchase of Sale Assets. Seller hereby sells, assigns, conveys, transfers, and delivers to Buyer, and Buyer hereby purchases, accepts, and acquires from Seller, the Software, Technology, Intellectual Property, and all associated items as set forth in Exhibit A of this Agreement, (“Sale Assets”), which is hereby incorporated herein, and includes all associated Technology, Developments, Enhancements, Source Code, Object Code, Derivative Works or other associated information or technology, more fully described as CareNav Property in Section 2.2 below. 31 2.2 Acquisition shall own and retain all right, title and interest in and to the Sale Assets including but not limited to the Software and all Technology of CareNav existing as of the Effective Date and all Developments and Enhancements that may be created at any time thereafter in the course of performing this Agreement, including the Software, the Source Code, the Object Code and the Documentation, together with all Intellectual Property Rights therein or thereto (“CareNav Property”). The CareNav Property includes any modifications, Developments, Enhancements, or Derivative Works of the CareNav Property or the Software made, conceived or reduced to practice by CareNav, Acquisition, Accelera, or any of their respective employees at any time (“CareNav Derivatives”). CareNav shall not have any right in or to any Software or the associated Intellectual Property Rights. 2.3. Acquisition agrees and understands that any and all Developments, Derivative Works, Enhancements, and CareNav Derivatives created by and through the performance of this Agreement shall be the sole property of Acquisition. Therefore, CareNav agrees that it shall transfer, convey, and assign to Acquisition all of its rights, titles and interests in and to any and all such Developments, Derivative Works, Enhancements, and CareNav Derivatives. The rights, titles and interests created, granted and assigned hereunder shall include, but not be limited to, copyrights and moral rights in and to the any and all Developments, Derivative Works, Enhancements, and CareNav Derivatives, and all versions, and adaptations of any and all Developments, Derivative Works, Enhancements, and CareNav Derivatives. 2.4. [Reserved]. 2.5. Required Third-Party Hardware and Software. Acquisition will be solely responsible, including all costs and expenses, for obtaining and maintaining all technology necessary to enable the Software, including without limitat...
Purchase of Technology. Immediately following the Closing, the Seller and the Shareholders shall jointly use their best efforts to assist the Parent and/or the Purchaser in negotiating with the Licensor for the purchase by the Parent and/or the Purchaser of the Technology, at their expense and at a price acceptable to Parent in its reasonable discretion. If the Seller and the Shareholders are not able to procure the Technology at a price acceptable to Parent in its reasonable discretion, the Seller and the Shareholders will jointly use their best efforts to develop programs and applications that function in the same manner to the Technology (the “Parallel Programs”) for and on behalf of the Parent and/or the Purchaser within twelve (12) months following the Closing. All work product created by the Seller and the Shareholders to develop the Parallel Programs shall be deemed “work for hire” under all applicable laws and shall be the property of the Parent and the Purchaser. If the Seller and the Shareholders have not successfully developed the Parallel Programs within twelve (12) months following the Closing, the Seller and the Shareholders shall purchase the Technology, at no cost to the Parent or the Purchaser, on behalf of and for the benefit of the Parent and the Purchaser.
Purchase of Technology. 1.1 The Purchaser agrees the purchase all right, title and interest in and to the Technology, as more particularly described in Schedule 1.0 attached herto,m for the sum of Cdn $15,000 (the “Purchase Price”).
Purchase of Technology. 1.1 The Purchaser agrees to purchase all right, title and interest in and to the Technology, as more particularly described in Schedule 1.0 attached hereto, for the sum of USD $12,500 (the “Purchase Price”).
Purchase of Technology. Licensee will have the right to purchase i.c.Xxxx xxxdware under the same terms and conditions offered by MAXIC directly to the general public. Such purchase shall automatically include a grant to Licensee of an irrevocable except as provided herein, non-exclusive, worldwide, royalty-free transferable, license to use, distribute and sublicense the purchased i.c.Xxxx xxxdware and such i.c.Xxxx Xxxhnology necessary to use such hardware as necessary to commercially exploit the Developed Technology.
